ITEM 1.01. Entry into a Material Definitive Agreement.




On January 14, 2022, OPKO Health, Inc., a Delaware corporation (the "Company"),
entered into an Agreement and Plan of Merger and Reorganization (the "Merger
Agreement") with Sema4 Holdings Corp., a Delaware corporation ("Sema4"), its two
wholly owned subsidiaries, Orion Merger Sub I, Inc., a Delaware corporation
("Merger Sub I"), and Orion Merger Sub II, LLC, a Delaware limited liability
company ("Merger Sub II"), GeneDx Inc., a New Jersey corporation and an indirect
wholly owned subsidiary of the Company ("GeneDx"), and GeneDx Holding 2, Inc., a
Delaware corporation and wholly owned subsidiary of the Company ("Holding 2").
Pursuant to the Merger Agreement, at the closing of the transactions
contemplated thereby (the "Closing"), Merger Sub I will merge with and into
Holding 2 (the "First Merger"), with Holding 2 as the surviving corporation in
the First Merger, and, immediately after the consummation of the First Merger,
as part of the same overall transaction, Holding 2, as the surviving corporation
in the First Merger, will merge with and into Merger Sub II, with Merger Sub II
as the surviving corporation and the direct owner of all of the equity interests
in GeneDx, which, at the time of Closing, will have become a Delaware limited
liability company and a wholly owned subsidiary of Sema4.
At Closing, Sema4 will pay to the Company aggregate consideration of $150.0
million in cash, together with 80.0 million shares (the "Closing Shares") of
Sema4's Class A common stock, par value $0.0001 per share ("Sema4 Common
Stock"), subject to a customary purchase price adjustment mechanism providing
for a normalized level of working capital and that GeneDx be free of debt at
Closing. Additionally, Sema4 has agreed to pay the Company up to an additional
$150.0 million, which may be paid in Sema4 Common Stock, cash or a combination
thereof in Sema4's discretion, subject to GeneDx achieving certain revenue
targets for the fiscal years ending December 31, 2022 and 2023 (the "Milestone
Consideration"). If the Milestone Consideration in respect of the year ending
December 31, 2022 becomes payable in full, then the Milestone Consideration
conditionally payable in respect of the year ending December 31, 2023 is subject
to acceleration in the event of a change in control of Sema4.
Consummation of the Closing is subject to approval by Sema4's stockholders of
the issuance of the Closing Shares and any shares of Sema4 Common Stock issuable
in respect of the Milestone Consideration ("Milestone Shares"), as well as in
respect of a related private placement effected by Sema4. Consummation of the
Closing is also subject to the completion of an internal pre-closing
restructuring of the holding structure of GeneDx, including receipt of written
confirmation from the IRS that the EIN is retained, and the continued employment
of Ms. Katherine Stueland, GeneDx's current Chief Executive Officer, together
with other customary conditions, including the absence of legal restraints and
the termination or expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Each party's
obligation to consummate the Closing is also subject to the accuracy of the
representations and warranties of the other parties (subject to certain
exceptions) and the performance in all material respects of the other parties'
respective covenants under the Merger Agreement. Consummation of the Closing is
not subject to a financing condition.
Pursuant to the Merger Agreement, Sema4 has agreed that the Company will be
entitled to nominate and Sema4 will seek to have appointed to Sema4's Board of
Directors (the "Sema4 Board"): (i) one mutually agreed GeneDx designee to the
Sema4 Board, initially Ms. Stueland, and (ii) one mutually agreed independent
designee of the Company to the Sema4 Board following the Closing, until at least
the expiration of the period for which the Milestone Consideration may be
payable.
The Merger Agreement contains certain customary termination rights for both the
Company, on the one hand, and Sema4, on the other hand.
Additionally, in connection with the transactions contemplated by the Merger
Agreement, on January 14, 2022, the Company entered into a Shareholder Agreement
(the "Shareholder Agreement") with Sema4, pursuant to which the Company has
agreed to, among other things, be subject to a lock-up period with respect to
its shares of Sema4 Common Stock (the "Lock-Up Shares"), which include the
Closing Shares, together with the Milestone Shares, if any. The lock-up period
will last from the Closing until (a) in the case of the Closing Shares, the date
that is one (1) year from the date of Closing, (b) if and to the extent earned,
in the case of the Milestone Shares for the first payment in respect of the
Milestone Consideration, the date that is one (1) year from the date of issuance
for such

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stock and (c) if and to the extent earned, in the case of the Milestone Shares
for the second payment in respect of the Milestone Consideration, the date that
is six (6) months from the date of issuance for such stock (as applicable, the
"Lock-Up Period"). During this Lock-Up Period, the Company may not transfer any
Lock-Up Shares or engage in any short sales or other hedging or derivative
transactions, subject to certain limited exceptions. Following such Lock-Up
Period, the Company has agreed to dispose of its Lock-Up Shares in a marketed
sale process under certain circumstances for so long as it continues to hold at
least 5% of the outstanding shares of Sema4 Common Stock.
In addition, the Company has further agreed to certain standstill provisions
whereby, subject to certain exceptions, it is obligated to refrain from taking
certain actions with respect to the Sema4 Common Stock. The Company has also
agreed to vote its shares of Sema4 Common Stock in accordance with the
recommendations of the Sema4 Board for so long as it continues to hold at least
5% of the outstanding shares of Sema4 Common Stock. Further, Sema4 has also
granted the Company certain customary shelf, piggyback and demand registration
rights that require Sema4 to register the Company's Lock-Up Shares for resale
under the Securities Act of 1933, as amended.
The foregoing description of the Merger Agreement and the Shareholder Agreement
is only a summary and is qualified in its entirety by reference to the full text
of the Merger Agreement and the Shareholder Agreement, which are filed as
Exhibit 2.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K
and incorporated by reference herein.
The Merger Agreement is filed with this Current Report on Form 8-K to provide
security holders with information regarding its terms. It is not intended to
provide any other factual information about the Company, Sema4 or any other
party thereto. The representations, warranties and covenants contained in the
Merger Agreement were made solely for purposes of such agreement and as of
specific dates, are solely for the benefit of the parties to the Merger
Agreement, may be subject to limitations agreed upon by the contracting parties,
including being qualified by confidential disclosures made for the purpose of
allocating contractual risk between the parties to the Merger Agreement instead
of establishing these matters as facts, and may be subject to standards of
materiality applicable to the contracting parties that differ from those
applicable to security holders. Security holders should not rely on the
representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or condition of the Company,
Sema4 or any other party thereto. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of the
Merger Agreement, which subsequent information may or may not be fully reflected
in the Company's public disclosures, except to the extent required by law.
ITEM 9.01.        Financial Statements and Exhibits.


   (d)   Exhibits


 Exhibit No.            Description

2.1*                    Agreement and Plan of Merger and Reorganization,

dated as of January 14, 2022,


                        by and among the Company, Sema4 Holdings Corp.,

Orion Merger Sub I, Inc.,

Orion Merger Sub II, LLC, GeneDx Inc. and GeneDx Holding 2, Inc.
10.1                    Shareholder Agreement, dated as of January 14,

2022, by and among the Company


                        and Sema4 Holdings Corp.
104                     Cover Page Interactive Data File-the cover page

XBRL tags are embedded within


                        the Inline XBRL document



*  Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar
attachments to this exhibit have been omitted because they do not contain
information material to an investment or voting decision and such information is
not otherwise disclosed in such exhibit. The Company will supplementally provide
a copy of any omitted schedule or similar attachment to the U.S. Securities and
Exchange Commission or its staff upon request.

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                                 Exhibit Index
 Exhibit No.            Description

2.1*                      Agreement and Plan of Merger and Reorganization,

dated as of January 14,


                        2022, by and among the Company, Sema4 Holdings

Corp., Orion Merger Sub I,


                        Inc., Orion Merger Sub II, LLC, GeneDx Inc. and

GeneDx Holding 2, Inc.



10.1                      Shareholder Agreement, dated as of January 14,

2022, by and among the


                        Company and Sema4 Holdings Corp.

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